Valcon tenders for Nielsen, VNU notes, VNU looks to amend debt

New York, May 26 - Valcon Acquisition BV announced a cash tender offer for various bonds issued by VNU NV while VNU said it is asking noteholders to allow it to amend some of its notes so that it can redeem them.

Valcon's tender covers VNU's €150 million of extendable floating-rate notes due Sept. 28, 2006 with €148.2 million outstanding, €500 million of 6 5/8% bonds due May 30, 2007, NLG600 million of 5½% bonds due June 16, 2008, €600 million of 6¾% notes due Oct. 29, 2008 with €48.923 million outstanding and Nielsen Media Research, Inc.'s 7.60% notes due 2009.

The offers are being made as part of the acquisition of VNU by Valcon. Valcon is a company controlled by a private equity group consortium consisting of funds of AlpInvest Partners NV, The Blackstone Group LP, The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. LP and Thomas H. Lee Partners, LP.

For the Nielsen notes, Valcon is offering a price that will be based on the bid-side yield of the 4% U.S. Treasury notes due June 15, 2009 plus 50 basis points plus accrued interest up to but excluding the settlement date.

Pricing will be fixed at 9 a.m. ET on the second business day before the expiration date.

The total amount includes a consent payment of $40 per $1,000 that will only be paid to holders who tender with consents by the consent deadline of 5 p.m. ET on June 9.

Expiration for the tender is midnight ET on June 26.

The consent solicitation is to amend the note indenture to eliminate substantially all of the restrictive covenants, certain event of default provisions and certain provisions relating to mergers, consolidations and sales of assets.

The offer is subject to conditions including the receipt of the necessary consents to amend the indentures.

J.P. Morgan Securities Inc. is dealer manager (866 834-4666 or call collect +1 212 834-4802 or +44 207 742-7506). Deutsche Bank Trust Co. Americas is tender and tabulation agent (800-735-7777, option 1).

For the VNU floaters, the early purchase price is €1,007.50 per €1,000 principal amount, including a €7.50 per €1,000 early response payment.

For the other VNU notes, pricing will be set using a formula.

For the 6 5/8% notes, the formula is 25 basis points over the yield on the 4% OBL #139 due Feb. 16, 2007, including a €25 per €1,000 early response payment; for the 5½% notes, the formula is 40 basis points over the yield on the 3% OBL #142 due April 11, 2008, including an NLG30 per NLG1,000 early response payment; and for the 6¾% notes the formula is 40 basis points over the yield on the 3½% OBL #143 due Oct. 10, 2008, including a €30 per €1,000 early response payment.

The early response deadline is 9 a.m. ET on June 9 and the expiration is 10 a.m. ET on June 21. Pricing will be fixed at 9 a.m. ET on June 22.

The dealer manager is J.P. Morgan Securities Ltd. (+44 20 7742-7506). Deutsche Bank AG is tender and tabulation agent (+44 20 7547-5000 or for the Dutch guilder bonds +31 20 555-4657).

Meanwhile VNU said it has called a series of meetings in which it will ask noteholders to approve giving it the right to redeem the notes at par plus accrued interest.

A meeting for holders of the floaters will be held at the offices of Clifford Chance LLP at 10 Upper Bank Street in London at 5 a.m. ET on June 19.

A meeting will occur at the same location for holders of the 6¾% notes at 5:15 a.m. ET the same day.

For the 6 5/8% bonds, a meeting will be held at the offices of Clifford Chance LLP at Droogbak 1A in Amsterdam at 5 a.m. ET on June 20.

A meeting will occur at the same location for the 5½% bonds at 5:15 a.m. ET on the same day.

VNU is an information and media company based in Haarlem, the Netherlands.

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